Common use of Corporate Authority and Validity of Obligations Clause in Contracts

Corporate Authority and Validity of Obligations. The Borrower has full right and authority to enter into the Loan Documents to which it is a party, to make the borrowings herein provided for, to grant to the Collateral Agent, for the benefit of the Lenders, the Liens described in the Collateral Documents, to issue its Notes and to perform all of its obligations hereunder and under the other Loan Documents. Each Restricted Subsidiary has full right and authority to enter into the Loan Documents entered into by it, to grant to the Collateral Agent, for the benefit of the Lenders, the Liens described in the Collateral Documents to which it is a party and to perform all of its obligations thereunder and under the other Loan Documents. The Loan Documents delivered by the Borrower, and by each Restricted Subsidiary, have been duly authorized, executed and delivered by such Person and constitute valid and binding obligations of such Person enforceable in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law) and to the discretion of the court before which any proceedings may be brought; and the Loan Documents do not, nor does the performance or observance by the Borrower or any Restricted Subsidiary of any of the matters or things herein or therein provided for, contravene any provision of law or any Governing Documents of the Borrower or any Subsidiary or any covenant, indenture or agreement of or affecting the Borrower or any Subsidiary or a substantial portion of their respective Properties.

Corporate Authority and Validity of Obligations. The Borrower Company has full right and authority to enter into this Agreement and the other Loan Documents to which it is a partyexecuted by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Collateral Agent, for the benefit of the Lenders, Agent the Liens described in the Collateral DocumentsDocuments executed by the Company, to issue its Notes and to perform all of its obligations hereunder and under the other Loan DocumentsDocuments executed by it. Each Restricted Subsidiary has full right and authority to enter into the Loan Documents entered into executed by it, to guarantee the Obligations, to grant to the Collateral Agent, for the benefit of the Lenders, Agent the Liens described in the Collateral Documents to which it is a party executed by such Restricted Subsidiary, and to perform all of its obligations thereunder and under the other Loan DocumentsDocuments executed by it. The Loan Documents delivered by the Borrower, Company and by each of its Restricted Subsidiary, Subsidiaries have been duly authorized, executed and delivered by such Person and constitute valid and binding obligations of such Person enforceable in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law) and to the discretion of the court before which any proceedings may be brought); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower Company or any Restricted Subsidiary of any of the matters or and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any Governing Documents judgment, injunction, order or decree binding upon the Company or any Restricted Subsidiary or any provision of the Borrower charter, articles of incorporation or by-laws of the Company or any Subsidiary Restricted Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower Company or any Restricted Subsidiary or any of its Property, in each case where such contravention or default is reasonably likely to have a substantial portion Material Adverse Effect, or (c) result in the creation or imposition of their respective Propertiesany Lien on any Property of the Company or any Restricted Subsidiary other than the Liens granted in favor of the Agent pursuant to the Collateral Documents.

Corporate Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents to which it is a party, to make the borrowings herein provided for, to grant to the Collateral Agent, for the benefit of the Lenders, the Liens described in the Collateral Documents, to issue its Notes and to perform all of its obligations hereunder and under the other Loan Documents. Each Restricted Subsidiary has full right and authority to enter into the Loan Documents entered into by it, to grant to the Collateral Agent, for the benefit of the Lenders, Bank the Liens described in the Collateral Documents to which it is a party and to exercise all of its rights and perform all of its obligations thereunder hereunder and under the other Loan DocumentsDocuments to which it is a party. The Loan Documents delivered by the Borrower, and by each Restricted Subsidiary, have been duly authorized, executed and delivered by such Person the Borrower and constitute legal, valid and binding obligations of such Person the Borrower, enforceable against it in accordance with their terms respective terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law) and to the discretion of the court before which any proceedings may be broughtgenerally; and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Restricted Subsidiary of any of the matters or and things herein or therein provided for, contravene or constitute a default under (i) any provision of law or any Governing Documents of judgment, injunction, order or decree binding upon the Borrower or any Subsidiary provision of the charter, articles of incorporation or by-laws of the Borrower, or (ii) any covenant, indenture or agreement of or affecting the Borrower or any Subsidiary of its Property, which contravention or breach could reasonably be expected to have a substantial portion Material Adverse Effect, or result in the creation or imposition of their respective Propertiesany Lien (other than in favour of the Bank) on any Property of the Borrower.

Corporate Authority and Validity of Obligations. The Borrower Each of the Borrowers has full right and authority to enter into this Agreement and the other Loan Documents to which it is a party, to make the borrowings herein provided for, to grant to the Collateral Agent, for the benefit of the Lenders, the Liens described in the Collateral Documents, to issue its Notes party and to perform all of its obligations hereunder and under the other Loan Documents. Each Restricted Subsidiary Borrower has full right and authority to enter into make the Loan Documents entered into by itborrowings herein provided for, to issue 24 30 its Notes in evidence thereof and to grant to the Collateral Agent, for the benefit of the Lenders, Bank the Liens described in the Collateral Documents to which it is a party and to perform all of its obligations thereunder and under the other Loan Documents. The Loan Documents delivered by each of the Borrower, and by each Restricted Subsidiary, Borrowers have been duly authorized, executed and delivered by such Person member and constitute valid and binding obligations of such Person member enforceable in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law) and to the discretion of the court before which any proceedings may be brought); and this Agreement and the other Loan Documents delivered by a Borrower do not, nor does the performance or observance by the Borrower or any Restricted Subsidiary such member of any of the matters or and things herein or therein provided for, contravene or constitute a default under any provision of law or any Governing Documents of the judgment, injunction, order or decree binding upon any Borrower or any Subsidiary provision of the charter, articles of incorporation or by-laws of any Borrower or any covenant, indenture or agreement of or affecting the any Borrower or any Subsidiary of its Properties, or a substantial portion result in the creation or imposition of their respective Propertiesany Lien on any Property of any Borrower, other than the Liens in favor of the Bank created by the Loan Documents.

Corporate Authority and Validity of Obligations. The Each Borrower has full right and authority to enter into this Agreement and the other Loan Documents to which it is a party, to make the borrowings herein provided for, to grant to the Collateral Agent, for the benefit of the Lenders, the Liens described in the Collateral Documents, to issue its Notes in evidence thereof, and to perform all of its obligations hereunder and under the other Loan Documents. Each Restricted Subsidiary has full right and authority to enter into the Loan Documents entered into by it, to grant to the Collateral Agent, for the benefit of the Lenders, the Liens described in the Collateral Documents to which it is a party. Each Loan Document to which it is a party and to perform all of its obligations thereunder and under the other Loan Documents. The Loan Documents delivered by the Borrower, and by each Restricted Subsidiary, have has been duly authorized, executed and delivered by such Person each Borrower and constitute constitutes the valid and binding obligations obligation of such Person Borrower enforceable in accordance with their its terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law) and to the discretion of the court before which any proceedings may be brought; and the ). No Loan Documents do notDocument, nor does the performance or observance by the either Borrower or any Restricted Subsidiary of any of the matters or and things herein or therein provided for, contravene contravenes or constitutes a default under any provision of law or any Governing Documents of the judgment, injunction, order or decree binding upon either Borrower or any Subsidiary provision of the charter, articles of incorporation or by-laws of either Borrower or any covenant, indenture or agreement of or affecting the either Borrower or any Subsidiary or a substantial portion of their respective Properties, or result in the creation or imposition of any Lien on any Property of either Borrower.

Corporate Authority and Validity of Obligations. The Borrower has full right and authority to enter into the Loan Documents to which it is a party, to make the borrowings herein provided for, on and after the Grant Date to grant to the Collateral Agent, for the benefit of the Lenders, the Liens described in the Collateral Documents, to issue its Notes and to perform all of its obligations hereunder and under the other Loan Documents. Each Restricted Subsidiary has full right and authority to enter into the Loan Documents entered into by it, on and after the Grant Date to grant to the Collateral Agent, for the benefit of the Lenders, the Liens described in the Collateral Documents to which it is a party and to perform all of its obligations thereunder and under the other Loan Documents. The Loan Documents delivered by the Borrower, and by each Restricted Subsidiary, have been duly authorized, executed and delivered by such Person and constitute valid and binding obligations of such Person enforceable in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law) and to the discretion of the court before which any proceedings may be brought; and the Loan Documents do not, nor does the performance or observance by the Borrower or any Restricted Subsidiary of any of the matters or things herein or therein provided for, contravene any provision of law or any Governing Documents of the Borrower or any Subsidiary or any covenant, indenture or agreement of or affecting the Borrower or any Subsidiary or a substantial portion of their respective Properties.

Corporate Authority and Validity of Obligations. The Borrower has full right and authority to enter into the Loan Documents to which it is a party, to make the borrowings herein provided for, to grant to the Collateral AgentSecurity Trustee, for the benefit of the LendersBanks, the Liens described in the Collateral Documents, to issue its Notes and to perform all of its obligations hereunder and under the other Loan Documents. Each Restricted Subsidiary has full right and authority to enter into the Loan Documents entered into by it, to grant to the Collateral AgentSecurity Trustee, for the benefit of the LendersBanks, the Liens described in the Collateral Documents to which it is a party and to perform all of its obligations thereunder and under the other Loan Documents. The Loan Documents delivered by the Borrower, and by each Restricted Subsidiary, have been duly authorized, executed and delivered by such Person and constitute valid and binding obligations of such Person enforceable in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law) and to the discretion of the court before which any proceedings may be brought; and the Loan Documents do not, nor does the performance or observance by the Borrower or any Restricted Subsidiary of any of the matters or things herein or therein provided for, contravene any provision of law or any Governing Documents of the Borrower or any Subsidiary or any covenant, indenture or agreement of or affecting the Borrower or any Subsidiary or a substantial portion of their respective Properties.

Corporate Authority and Validity of Obligations. The Borrower Company has full right and authority to enter into this Agreement and the other Loan Documents to which it is a partydelivered by it, to make the borrowings herein provided for, to issue its Revolving Credit Note in evidence thereof, to grant to the Collateral Agent, for the benefit of the Lenders, Bank the Liens described in the Collateral DocumentsDocuments delivered by it, to issue its Notes and to perform all of its obligations hereunder and under the other Loan DocumentsDocuments delivered by it. Each Restricted Subsidiary has full right and authority to enter into the execute and deliver each Loan Documents entered into Document delivered by it, to grant to the Collateral Agent, for the benefit of the Lenders, Bank the Liens described in the Collateral Documents to which it is a party delivered by it, and to perform all of its obligations thereunder and under the other Loan DocumentsDocuments delivered by it. The Loan Documents delivered by the Borrower, Company and by each Restricted Subsidiary, Subsidiary have been duly authorized, executed and delivered by the Company or such Person Subsidiary, as the case may be, and constitute valid and binding obligations of the Company or such Person Subsidiary (as applicable) enforceable in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law) and to the discretion of the court before which any proceedings may be brought); and each Loan Document delivered by the Loan Documents do Company or any Subsidiary does not, nor does the performance or observance by the Borrower Company or any Restricted Subsidiary such Subsidiary, as the case may be, of any of the matters or and things herein or therein provided for, contravene or constitute a default under any provision of law or any Governing Documents judgment, injunction, order or decree binding upon the Company (and also, such Subsidiary in the case of a Loan Document executed by it) or any provision of the Borrower charter, articles of incorporation or any by-laws of the Company (and also, such Subsidiary in the case of a Loan Document executed by it) or any covenant, indenture or agreement of or affecting the Borrower Company (and also, such Subsidiary in the case of a Loan Document executed by it) or any of its Properties, or result in the creation or imposition of any Lien on any Property of the Company (and also, such Subsidiary or in the case of a substantial portion of their respective PropertiesLoan Document executed by it).

Corporate Authority and Validity of Obligations. The Borrower has full right and authority to enter into the Loan Documents to which it is a party, to make the borrowings herein provided for, to grant to the Collateral AgentSecurity Trustee, for the benefit of the LendersBanks, the Liens described in the Collateral Documents, to issue its Notes and to perform all of its obligations hereunder and under the other Loan Documents. Each Restricted Subsidiary has full right and authority to enter into the Loan Documents entered into by it, to grant to the Collateral AgentSecurity Trustee, for the benefit of the LendersBanks, the Liens described in the Collateral Documents to which it is a party and to perform all of its obligations thereunder and under the other Loan Documents. The Loan Documents delivered by the Borrower, and by each Restricted Subsidiary, have been duly authorized, executed and delivered by such Person and constitute valid and binding obligations of such Person enforceable in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law) and to the discretion of the court before which any proceedings may be brought; and the Loan Documents do not, nor does the performance or observance by the Borrower or any Restricted Subsidiary of any of the matters or things herein or therein provided for, contravene any provision of law or any Governing Documents charter or by-law provision of the Borrower or any Subsidiary or any covenant, indenture or agreement of or affecting the Borrower or any Subsidiary or a substantial portion of their respective Properties.respective

Corporate Authority and Validity of Obligations. The Borrower has full f ull right and authority to enter into the Loan Documents to which it is a party, to make the borrowings herein provided for, to grant to the Collateral Agent, for the benefit of the Lenders, the Liens described in the Collateral Documents, to issue its Notes and to perform all of its obligations hereunder and under the other Loan Documents. Each Restricted Subsidiary has full right and authority to enter into the Loan Documents entered into by it, to grant to the Collateral Agent, for the benefit of the Lenders, the Liens described in the Collateral Documents to which it is a party and to perform all of its obligations thereunder and under the other Loan Documents. The Loan Documents delivered by the Borrower, and by each Restricted Subsidiary, have been duly authorized, executed and delivered by such Person and constitute valid and binding obligations of such Person enforceable in accordance with their terms except as enforceability enf orceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law) and to the discretion of the court before which any proceedings may be brought; and the Loan Documents do not, nor does the performance or observance by the Borrower or any Restricted Subsidiary of any of the matters or things herein or therein provided for, contravene any provision of law or any Governing Documents of the Borrower or any Subsidiary or any covenant, indenture or agreement of or affecting the Borrower or any Subsidiary or a substantial portion of their respective Properties.

Corporate Authority and Validity of Obligations. The Borrower has full right and authority to enter into the Loan Documents to which it is a party, to make the borrowings herein provided for, to grant to the Collateral AgentSecurity Trustee, for the benefit of the LendersBanks, the Liens described in the Collateral Documents, to issue its Notes and to perform all of its obligations hereunder and under the other Loan Documents. Each Restricted Subsidiary has full right and authority to enter into the Loan Documents entered into by it, to grant to the Collateral AgentSecurity Trustee, for the benefit of the LendersBanks, the Liens described in the Collateral Documents to which it is a party and to perform all of its obligations thereunder and under the other Loan Documents. The Loan Documents delivered by the Borrower, and by each Restricted Subsidiary, have been duly authorized, executed and delivered by such Person and constitute valid and binding obligations of such Person enforceable in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law) and to the discretion of the court before which any proceedings may be brought; and the Loan Documents do not, nor does the performance or observance by the Borrower or any Restricted Subsidiary of any of the matters or things herein or therein provided for, contravene any provision of law or any Governing Documents charter or by-law provision of the Borrower or any Subsidiary or any covenant, indenture or agreement of or affecting the Borrower or any Subsidiary or a substantial portion of their respective Properties.

Corporate Authority and Validity of Obligations. The Each Borrower has full right and authority to enter into the Loan Documents to which it is a party, to make the borrowings herein provided for, for such Borrower to grant to the Collateral Agent, for the benefit of the Lenders, the Liens described in the Collateral Documents, make and to issue its Notes and to perform all the Note delivered by such Borrower in evidence of its obligations hereunder and under the other Loan Documentssuch borrowings. Each Restricted Borrower and Subsidiary has full right and authority to enter into the Loan Documents entered into delivered by it, to grant to the Collateral Agent, for the benefit of the Lenders, Bank the Liens described in the Collateral Documents to which delivered by it is a party and to perform all of its obligations thereunder and under the other Loan DocumentsDocuments delivered by it. The Loan Documents delivered by the Borrower, each Borrower and by each Restricted Subsidiary, Subsidiary have been duly authorized, executed and delivered by such Person Borrower or Subsidiary, as the case may be, and constitute valid and binding obligations of such Person Borrower or Subsidiary enforceable in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law) and to the discretion of the court before which any proceedings may be brought); and the Loan Documents delivered by a Borrower or Subsidiary do not, nor does the performance or observance by the such Borrower or any Restricted Subsidiary Subsidiary, as the case may be, of any of the matters or and things herein or therein provided for, contravene or constitute a default under any provision of law or any Governing Documents judgment, injunction, order or decree binding upon such Borrower or Subsidiary or any provision of the charter, articles of incorporation or by-laws of such Borrower or any Subsidiary or any covenant, indenture or agreement of or affecting the any Borrower or any Subsidiary or a substantial portion any of their respective its Properties, or result in the creation or imposition of any Lien on any Property of any Borrower or Subsidiary.

Corporate Authority and Validity of Obligations. The Borrower has full right and authority to enter into the Loan Documents to which it is a party, to make the borrowings herein provided for, to grant to the Collateral Agent, for the benefit of the Lenders, the Liens described in the Collateral Documents, to issue its Notes and to perform all of its obligations hereunder and under the other Loan Documents. Each Restricted Subsidiary has full right and authority to enter into the Loan Documents entered into by it, to grant to the Collateral Agent, for the benefit of the Lenders, the Liens described in the Collateral Documents to which it is a party and to perform all of its obligations thereunder and under the other Loan Documents. The Loan Documents delivered by the Borrower, and by each Restricted Subsidiary, have been duly authorized, executed and delivered by such Person and constitute valid and binding obligations of such Person enforceable in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law) and to the discretion of the court before which any proceedings may be brought; and the Loan Documents do not, nor does the performance or observance by the Borrower or any Restricted Subsidiary of any of the matters or things herein or therein provided for, contravene any provision of law or any Governing Documents of the Borrower or any Subsidiary or any covenant, indenture or agreement of or affecting the Borrower or any Subsidiary or a substantial portion of their respective Properties.. 41

Corporate Authority and Validity of Obligations. The Borrower Parent, the Company and each Subsidiary has full right and authority to enter into this Agreement and the other Loan Documents to which it is a partyDocuments, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Collateral Agent, for the benefit of the Lenders, Administrative Agent the Liens described in the Collateral Documents, to issue its Notes and to perform all of its 51 obligations hereunder and under the other Loan Documents. Each Restricted Subsidiary has full right and authority to enter into the Loan Documents entered into by it, to grant to the Collateral Agent, for the benefit of the Lenders, the Liens described in the Collateral Documents to which it is a party and to perform all of its obligations thereunder and under the other Loan Documents. The Loan Documents delivered by the BorrowerParent, the Company and by each Restricted Subsidiary, Subsidiary have been duly authorized, executed and delivered by such Person the Parent, the Company and each Subsidiary and constitute valid and binding obligations of such Person the Parent, the Company and each Subsidiary enforceable in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law) and to the discretion of the court before which any proceedings may be brought); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower Parent, the Company or any Restricted Subsidiary of any of the matters or and things herein or therein provided for, contravene or constitute a default in any material respect under any provision of law or any Governing Documents judgment, injunction, order or decree binding upon the Parent, the Company or any Subsidiary or any provision of the Borrower charter, articles of incorporation or by-laws of the Parent, the Company or any Subsidiary or any covenant, indenture or agreement of or affecting the Borrower Parent, the Company or any Subsidiary or a substantial portion any of their respective Properties, or result in the creation or imposition of any Lien on any Property of the Parent, the Company or any Subsidiary.